- Overview
- Pricing
- Delivery Information
- Related Information
- FAQs
Patricia Holdings makes setting up an Unlisted Public Company simple. This company type can be ordered online or by completing a manual order form and returning it to us by email.
An unlisted public company limited by shares (Ltd) is a public company that are not listed on the stock exchange. An unlisted public company can have unlimited shareholders and can raise capital for any commercial venture. This company type is more likely to engage in profit maximising behaviour as their share capital structure makes giving members financial returns easy.
An unlisted public company has limited liability. Sharholders limit their liability on the company’s insolvency to any unpaid price of their own purchased shares.
There are additional ASIC compliance requirements imposed on public companies vs versus private companies (Pty Ltd) including the following:
- A public company requires the appointment of at least three directors.
- A public company requires the production of financial reports twice a year.
- A pubic company must hold an annual general meeting unless the company has only one member.
- They need to appoint an external auditor in order to comply with financial rules.
- They need to have a meeting to pass a resolution.
- Shareholders have a statutory right to remove a director.
Each stock exchange has its own listing requirements which a company wishing to be listed must meet. Listing on the ASX can be a tricky process so we recommend seeking independent professional advice before proceeding.
What’s included?
- ASIC Certificate of Registration – showing Company Name, A.C.N. (Australian Company Number) and the date of company registration
- A complete and tailored suite of documents completing your company register, including:
- Company Constitution
- Members resolution on incorporation
- Directors resolution on incorporation
- Register of directors, secretaries & members
- Officeholder consents
- Members consents and applications
- Letter to the ATO appointing a public officer
- Allotment journal
- Share Certificates
- A helpful instruction letter
We also provide blank registers (including option & debenture holders) as well as meeting and consent templates to help you keep your register up to date.
If you order our full service courier delivered product you will receive your documents bound in a Deluxe 55mm A4 Black Binder which includes indexed tabs separating the documents and 2 copies of your constitution (1 bound and 1 hole punched).
Upon the public company registration, we will also help with ABN application, TFN, GST and PAYG registrations (optional extra).
We also offer an ASIC Agent service to help your unlisted public company stay updated with ASIC compliance lodgements and maintain thorough secretarial services following your company registration in Australia.
PDF email Delivery
Service Courier delivery
How long does it take to register an Unlisted Public Company?
If the company is to be governed by a Constitution and not the replaceable rules (recommended), ASIC review the proposed company’s constitution before incorporation, so it can take slightly longer than setting up the more common standard proprietary company.
Normally, ASIC will issue the ACN and Certificate of Registration within 90 minutes.
How long until I receive my documents?
The constitution of an unlisted public company is manually reviewed by ASIC so delivery of the company register takes slightly longer than for a standard proprietary company.
We are able to deliver our full service couriered product to the Sydney metropolitan area within about 5 hours of receiving an order. Orders received before 12 midday are usually delivered the same day. Documents being sent to Brisbane and Melbourne will be sent by overnight courier or express post for next day delivery (order must be received by 1pm for delivery the next day) and within a couple of days to Perth and regional areas.
We aim to have PDF documents delivered to your nominated email address within 90 minutes of you placing your order, during business hours.
Office Holder and Shareholder requirements for Unlisted Public Company Registration
Company Director
A public company requires the appointment of at least 3 directors (2 of whom must ordinarily reside in Australia).
Directors must be at least 18 years old and must not be a disqualified person per the Corporations Act 2001.
The Directors are responsible for the safe and legal running of the company. They must ensure the company complies with any laws applicable to the company’s operations, and also comply with the general duties that the law imposes on individuals that take on the role of director. Some of the key responsibilities that a director takes on include:
- the duty to exercise your powers and duties with the care and diligence;
- the duty to exercise your powers and duties in good faith in the best interests of the company and for a proper purpose;
- the duties not to improperly use your position, or information obtained through your position, to gain an advantage for yourself or someone else, or to cause detriment to the company, and
- the duty to prevent the company from trading while insolvent.
Company Secretary
A public company requires at least one Secretary (who can be one of the Directors) and one of whom must ordinarily reside in Australia).
A company secretary must be at least 18 years old and must not be a disqualified person per the Corporations Act 2001.
In general, the Secretary is responsible for many of the compliance and governance-related administrative tasks of the board and organisation. As company secretaries are an ‘officer’ under the Corporations Act, many of the duties that apply to directors apply to secretaries also, as well as a number of other reporting obligations related to keeping up to date ASIC records.
Company Shareholders
Broadly speaking, the shareholders are the owners of a company. A shareholder invests and is liable to the company for the amount agreed to be paid in return for a number of shares. Typically, the investment affords the shareholder the right to have a say in relation to key aspects of how the company is run, such as the right to appoint or dismiss the directors of the company. A Shareholder typically also receives the financial benefits from the company. In the public company limited by shares, shareholders have a statutory right to remove a director.
Share Classes
A share is a unit of ownership providing the shareholder with equity in the company. Shareholders are entitled to a portion of the profits a company makes, paid out as dividends. An important step to setting up your company is the allocation of shares to shareholders. A company can issue different classes of shares with the rights and restrictions attached to shares in a class distinguishing it from other classes.
A company can use standard class titles such as ordinary, A class or B class shares etc. or choose their own title for each class of share, with the rights and restrictions attached to each to be consented to, in writing, by the members of the company.
Constitution
Generally speaking, a company constitution is a document that specifies the rules governing the relationship between, and activities of, the company and its shareholders. Patricia Holdings’ constitutions are expertly drafted and regularly reviewed by a top tier law firm to maximise good governance and effectiveness.
Patricia Holdings offer two kinds of constitution for this company type:
- A single class constitution suitable for companies with ordinary and preference class shares; or
- A multi class constitution suitable for companies with various classes of shares issued. Our standard multi class constitution covers ordinary, preference and A-F class however alterations can be made to these classes as you may require.
Consent Forms
Per Section 117 of the Corporations Act 2001 (Cth), a company is required to maintain written consents and agreements of its officeholders and members as part of its record keeping responsibilities.
You can print off consent templates here. Please ensure these are completed prior to incorporating your company and keep them for filing your company register. You do not need to provide these to us.
- Consent to act as Director
- Consent to act as Member – Company Member
- Consent to act as Member – Individual Member
- Consent to act as Public Officer
- Consent to act as Secretary
Questions or Further Information
If you have questions please visit our Help Centre. If you would prefer, our friendly business support team can be contacted during business hours via live chat, email or by phoning 02 9953 2399
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